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METRO AG shareholders vote on demerger

Vote on the demerger of METRO GROUP into two strong and successful companies with a clear strategic focus

Sales and earnings targets achieved in financial year 2015/16

Significant progress in transformation process

Proposed dividend of €1.00 per ordinary share (2014/15: €1.00)

Elections to the Supervisory Board of METRO AG

At today's Annual General Meeting of METRO AG, the shareholders will vote on the demerger of METRO GROUP into two strong and successful companies with a clear strategic focus. The proposed demerger will lead to the creation of a wholesale and food specialist operating under the METRO brand and a company with a focus on consumer electronics operating under the CECONOMY brand. The demerger will enable both future companies to become faster, more focused and more agile in order to create even greater value for their customers. Aside from the demerger plans, Chairman of the Management Board Olaf Koch will present a METRO GROUP that has significantly strengthened its operations and balance sheet. METRO GROUP met its sales and earnings targets and continued to reduce its net debt in financial year 2015/16. "In a challenging market environment, we further increased our sales and earnings and met our guidance during the past financial year," said Olaf Koch, Chairman of the Management Board of METRO AG. "Both METRO and CECONOMY have established a strategic, operational and financial position that will enable them to pursue sustainable and healthy growth paths as independent companies: METRO as the leading wholesale and food specialist and CECONOMY as Europe's No. 1 in the consumer electronics business."

METRO GROUP's like-for-like sales rose by 0.2% in financial year 2015/16. EBIT before special items increased to €1,560 million in the reporting period. Net debt was reduced further from the previous year's closing date by €0.2 billion to €2.3 billion. A dividend of €1.00 per ordinary share will be proposed to today's Annual General Meeting to share the company's successful business development with its shareholders.

Strategic priorities in financial year 2015/16 METRO Cash & Carry made further progress in the expansion of its delivery business in financial year 2015/16. Delivery sales rose by 17.9%, accounting for 12.8% of total sales. The online business also expanded during the past year. Media-Saturn continued the successful dovetailing of its online and store-based business as a multichannel provider with a new record share of online sales of about 9% in financial year 2015/16. Increasing digitisation was another key feature of the past financial year. The METRO Accelerator powered by Techstars started its second round in 2016. With this programme, METRO GROUP supports the development of innovative, digital solutions for the hospitality sector. Alongside the existing programme, a second Accelerator with a focus on innovative solutions for retail will start in summer 2017.

Solid start into financial year 2016/17

METRO GROUP has started the current financial year with a stable sales and EBIT development: With a like-for-like sales increase of 0.1% in the first quarter of 2016/17, METRO GROUP performed solidly in a challenging market environment. Negative currency and portfolio effects caused reported sales to decline by 0.6% to €17.0 billion (Q1 2015/16: €17.1 billion). EBIT before special items was unchanged from the previous year at €821 million in the first quarter of 2016/17 (Q1:2015/16: €828 million). At €0.1 billion, net debt remained unchanged from the low level of the previous year.

Vote on the demerger

At today's Annual General Meeting, the shareholders will vote on the hive-down and spin-off agreement of 13 December 2016, that is, the demerger of METRO GROUP into two strong and successful companies with a clear strategic focus. It is intended that the wholesale and food retail business bundled in the METRO Cash & Carry and Real sales divisions as well as related activities will be transferred to an independent, exchange-listed company that will operate under the name of METRO. For the consumer electronics business bundled in the Media-Saturn sales line it is intended that it will remain within the existing METRO AG and will be renamed and will operate under the name of CECONOMY after the demerger.

After the demerger plans had been announced at the end of March 2016, the organisational separation into two entities was implemented in September. At a Capital Markets Day on 15 December, financial markets and the public were informed about the strategies and positioning of the two new companies as well as their new brandings. The future METRO AG strives for the exchange listing for mid-2017.

Elections to the Supervisory Board

Also on the agenda of today's Annual General Meeting is the election of new Supervisory Board members. As a consequence of the demerger of METRO AG, the two companies' respective 20-member Supervisory Boards will be reconstituted. The independent management consultant Dr Bernhard Düttmann will be nominated - subject to the completion of the demerger - to the Supervisory Board in place of Jürgen B. Steinemann, who will resign from the Board and switch to the future METRO AG once the demerger has become effective. As the successor to Gwyn Burr, who will also join the future METRO AG,Julia Goldin, a member of the management board of Lego A/S, Billund/Denmark, and as a successor to Mattheus P. M. (Theo) de Raad, who will also join the future METRO AG,Jo Harlow, a US native and member of the board of InterContinental Hotels, will be nominated subject to the completion of the demerger. Regine Stachelhaus, a member of the supervisory board of Covestro AG, among others, will be nominated as the successor to Prof. Dr Dr Ann-Kristin Achleitner, who will step down from the Board as planned. Dr Florian Funck, who has been a member of the Supervisory Board since 2015, will stand for re-election.

METRO GROUP is one of the most important international retailing companies. It generated sales of some €58 billion in financial year 2015/16. The company operates at more than 2,000 locations in 29 countries and employs some 220,000 people. The performance of METRO GROUP is based on the strength of its sales brands, which act independently on the market: METRO/MAKRO Cash & Carry, the international leader in the self-service wholesale trade; Media Markt and Saturn, the European market leader in consumer electronics retailing; and Real hypermarkets.